EXHIBIT
10.43


 


THIRD
(2008-1) CUSTOMIZED AMENDMENT


TO THE
2003 AMENDED AND RESTATED


AMPHENOL
CORPORATION EMPLOYEE SAVINGS/401(K) PLAN


 


WHEREAS,
Amphenol Corporation (“Amphenol”) has adopted the restated Amphenol Corporation
Employee Savings/401(k) Plan (the “Plan”) through adoption of the Fidelity
Investments CORPORATEplan for Retirementsm Profit Sharing/401(k) Plan
Basic Plan Document No. 02 (the “Prototype”) and the Non-Standardized
Adoption Agreement No. 001 (the “Adoption Agreement”), to comply with the
applicable requirements of the Retirement Protection Act of 1994 (“GATT”),
Uniformed Services Employment and Reemployment Rights Act of 1994, Small
Business Job Protection Act of 1996, Taxpayer Relief Act of 1997, Internal
Revenue Service Restructuring and Reform Act of 1998 and the Community Renewal
Tax Relief Act of 2000, effective as of May 8, 2003, except to the extent
the applicable laws named above provide for an earlier effective date;


 


WHEREAS, Section 16.02
of the Plan allows Amphenol to amend the Plan.


 


WHEREAS,
Amphenol previously amended its defined benefit pension plan (the “Pension Plan”)
to cease accruals for certain salaried participants in the Pension Plan and to
prohibit future salaried employees of employers that are participating employers
under the Pension Plan from participating in the Pension Plan (collectively,
the “Affected Employees”) effective January 1, 2007.


 


WHEREAS, in
lieu of continuing accruals under the Pension Plan, Amphenol previously adopted
the 2006-1 Customized Amendment to this Plan to make certain employer
contributions to the Plan on behalf of the Affected Employees commencing January 1,
2007 (the “Employer Contributions”).


 


WHEREAS,
Amphenol acquired the assets of Nexus, Inc. and certain former employees
of Nexus, Inc. became employees of Amphenol Nexus a division of Amphenol,
on or about June 27, 2008;


 


WHEREAS,
Amphenol, with the approval of Fidelity Management Trust Company (“Fidelity”),
wishes to amend the Plan to provide for Employer Contributions to be made on behalf
of Participants employed by Amphenol Nexus, commencing July 1, 2008, as
set forth in this amendment, with the understanding that such an amendment has
the effect of taking the Plan outside of the Prototype;


 


WHEREAS,
Fidelity has agreed that this Amendment will not affect the continuing
operation of the Plan by Fidelity;


 

















 


NOW THEREFORE BE IT RESOLVED,
that the following amendment, which amends and restates the 2006-1 Customized
Amendment in its entirety, is hereby adopted, effective as of July 1, 2008:


 


1.                                       Matching
Contribution.  Section 1.10 of
the Adoption Agreement is hereby amended to provide for a Non-Discretionary
Matching Employer Contribution for Tier I Participants in the Plan.  The Non-Discretionary Matching Employer
Contribution shall be 100% of the Tier I Participant’s Compensation contributed
to the Plan, up to a maximum of 3% of the Tier I Participant’s
Compensation.  The Contribution Period
for purposes of calculating the amount of such matching contributions is the
payroll period, provided that such Contribution Period shall not be more
frequent than semi-monthly.  There are no
continuing eligibility requirements, as described in Section 1.10(d) of
the Adoption Agreement, for the Tier I Participants to be entitled to receive
such matching contributions.


 


2.                                       Non-Elective
Employer Contribution.  Section 1.11
of the Adoption Agreement is hereby further amended to provide for a
Nonelective Employer Contribution for Tier I Participants in the Plan.  The Nonelective Employer Contribution shall
be 2% of the Tier I Participant’s Compensation. 
The Contribution Period for purposes of calculating the amount of such
contributions is the payroll period, provided that such Contribution Period
shall not be more frequent than semi-monthly. 
There are no continuing eligibility requirements, as described in Section 1.11(c)
of the Adoption Agreement, for the Tier I Participants to be entitled to
receive such nonelective contributions.


 


3.                                       Vesting/Forfeitures.
 Section 1.15(b) of the
Adoption Agreement is hereby further amended to provide that Nonelective
Employer Contributions on behalf of Tier I Participants shall be 100%
immediately vested and Non-Discretionary Matching Employer Contributions on
behalf of Tier I Participants shall vest in accordance with the following
schedule:


 




	
  Years of Vesting Service

  	
   

  	
  Vested Percentage

  	
   

  
	
  0

  	
   

  	
  0

  	
  %

  
	
  1

  	
   

  	
  25

  	
  %

  
	
  2

  	
   

  	
  50

  	
  %

  
	
  3

  	
   

  	
  75

  	
  %

  
	
  4

  	
   

  	
  100

  	
  %

  






 


Years of Vesting
Service for Tier I Participants employed by Amphenol Nexus who were employed by
Nexus, Inc. on June 27, 2008 shall include service with Nexus, Inc.


 


Any forfeitures
shall be applied to reduce Employer Contributions.


 

















 


4.                                       Definition:
Tier I Participant.  A Tier I
Participant is a Participant who is:


 


a.                                       an
Affected Participant, on or after January 1, 2007, or


 


b.                                      an
employee of Amphenol Nexus a division of Amphenol Corporation, on or after July 1,
2008.


 


For purposes of (a) above,
“Affected Participant” means a salaried employee who:


 


i.                                          is
an employee at a division or location that participated in the Pension Plan for
Employees of Amphenol Corporation (the “Pension Plan”), as of December 31,
2006, and


 


ii.                                       is
not a Grandfathered Participant Under the Pension Plan.


 


For purposes of
the definition of Affected Participant, “Grandfathered Participant Under the
Pension Plan” means a participant in a salaried portion of the Pension Plan
who, continuously since December 31, 2006, has been actively employed
(including on short term disability or an authorized leave of absence) or on
long term disability at a participating division or location of Amphenol
Corporation or  a participating employer under
the Pension Plan, and, as of December 31, 2006, was either:


 


x.             age 50
or older, with 15 or more Years of Vesting Service under the Pension Plan; or


 


y.             had 25
or more Years of Vesting Service under the Pension Plan.


 


For purposes of the
definition of Affected Participant, participating divisions or locations of
Amphenol Corporation and participating employers under the Pension Plan are:


 


A.                                   Participating
Divisions or Locations of Amphenol Corporation under the Pension Plan:


 


Spectra Strip – Hamden,
CT


Amphenol RF – Danbury, CT


Amphenol Fiber Optic
Product – Lisle, IL


Amphenol Tuchel
Electronics – Canton, MI


Amphenol Aerospace
Operations – Sidney, NY


Amphenol Corporation
Headquarters – Wallingford, CT


 

















 


(Without limitation,
Amphenol AssembleTech (Houston), Amphenol Phoenix Interconnect, Amphenol TCS
and Amphenol Backplane Systems are not participating divisions or
locations.)


 


B.                                     Participating
Employers and their Participating Divisions or Locations under the Pension Plan:


 


Amphenol Interconnect
Products Company — Endicott, NY (Amphenol AssembleTech (Florida) and Amphenol
Precision Cable Manufacturing are not participating divisions or
locations)


Times Fiber
Communications, Inc.


Amphenol Cable On Demand
Corp.


(Without
limitation, Sine Systems Corporation, Amphenol T&M Antennas, Inc.,
Advanced Circuit Technology, Inc., Amphenol Connex Corporation, Amphenol
PCD, Inc., Amphenol Antel, Inc., Amphenol Optimize Manufacturing
Company, Amphenol InterCon Systems, Inc., Fiber Systems International, Inc.,
SV Microwave Technologies, Inc. and Amphenol Alden Products Company are not
participating employers.)


 


IN WITNESS WHEREOF,
Amphenol has signed this instrument this            
day of June, 2008.


 


 


	
   

  	
  Amphenol Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Jerome F. Monteith

  
	
   

  	
   

  	
  Its:
  Vice President, Human Resources